Restoration of a British Virgin Islands (BVI) Company Automatically Dissolved under the BVI Business Companies (Amendment) Act, 2022. Arrangement of and support in court proceedings

The dissolution of a BVI company occurs either voluntarily (by decision of the shareholders and following a certain procedure) or automatically after the publication by the Registrar of Corporate Affairs of the relevant notice in the Gazette (where the company did not pay the renewal and government fees)*.

*Previously, this happened after 7 years of the company’s being struck off (for non-payment of the government fee). From 1 January 2023, new rules apply whereby the automatic dissolution occurs much quicker: a company is deemed dissolved on the date of publication of the official notice of it being struck off the register.

In accordance with the amendments to the BVI Business Companies Act, 2022 that came into force on 1 January 2023, in the case of an automatically dissolved company, an application for the restoration of the company to the register can be made to the Registrar by the company, its shareholder, creditor or liquidator. Such an application can be made within 5 years of the date of publication in the Gazette of the notice of the company’s strike-off (i.e. within 5 years of the date of its automatic dissolution). After the restoration of the company under this procedure, the company is deemed to have continued in existence as if it had not been struck off or dissolved.

These amendments to the law set a transitional period and special restoration conditions for companies struck off under the old rules. Companies that, as of 1 January 2023, had already been struck off the register, but not yet dissolved, remained in this status:

• until 30 June 2023 (i.e. they are deemed to be automatically dissolved since 1 July 2023); or
• until the date on which they should have been dissolved after the expiration of the 7-year period of being struck off, if this date preceded 30 June 2023.

The restoration of such companies after their automatic dissolution (if there is a need to restore them) is now carried out in court in accordance with the new general period set for the restoration of companies – within 5 years from the date of their dissolution (this period used to be 10 years).

Furthermore, when restoring such a company (struck off from the Register as of 1 January 2023 and automatically dissolved by / after 30 June 2023), a USD 5 000 penalty must be paid (if the restoration application is filed by a creditor, former director, former shareholder or former liquidator of the company).

An application for restoration can be made by any of the following:

• the Attorney General or a representative of any other BVI competent authority;
• a creditor, former director, former member or former liquidator of the company;
• a person who but for the company’s dissolution would have been in a contractual relationship with the company;
• a person with a potential legal claim against the company;
• a manager or trustee of a pension fund established for the benefit of employees of the company; or
• any other person who can establish an interest in having the company restored to the register.

The court may restore a company and return the company’s property vested in the Crown, upon receipt of an application in the approved form, if it believes the restoration of the company to be just and fair, and provided that:

1. on the date of dissolution, the company was not carrying on business or in operation;
2. the purpose of restoration is:
   1. to initiate, continue or discontinue legal proceedings in the name of or against the company; or
   2. to make an application for the company’s property that has vested in the Crown as ownerless to be returned to the company; or
   3. in any other case not falling under the above paragraphs or in which application cannot be made to the Registrar, the court considers that, having regard to any particular circumstances, it is just and fair to restore the company to the register.

When making to the court an application for the restoration of the company, it is also necessary to serve notices of the application to:

• the Registrar of Corporate Affairs;
• the Financial Secretary; and
• the Financial Services Commission, if, at any time prior to its dissolution, the company was a regulated person.

As mentioned above, the purpose of restoring an automatically dissolved company is:

• to initiate, continue or discontinue legal proceedings in the name of or against the company; or
• to make an application for the company’s property that has vested in the Crown as ownerless (bona vacantia) to be returned to the company.

In order to restore an automatically dissolved company, we will need:

1. Certificate of Incorporation;
2. Memorandum and Articles of Association;
3. Proof of current status of the company (a search report from VIRRGIN would suffice);
4. Register of Directors;
5. Register of Members;
6. Proof of any assets owned by the company;
7. Letter of undertaking from a Registered Agent that said agent will be the registered agent of the company upon its restoration; and
8. Registered Agent Declaration pursuant to Section 218A of the BVI Business Companies Act, 2004 (provided by us).

We will require originals or certified copies of the above. Original documents must bear original seals and or stamps by the issuing authority. Certification must be done by a notary public. If any document / certification is not in the English language it must be translated into English by a certified translator.

Further, we will require detailed instructions as to why the company was allowed to remain struck off for such a length of time and the reason(s) for restoring it to the register. Such explanation should include:

• How did the non-payment occur?
• Was it someone’s fault or was it a deliberate decision of the company?
• How is it that the directors and members were not aware?
• Wouldn’t the Agent have attempted to contact them to chase up the payment before the company was struck off?

In that vein, we ask that you provide us with the name and designation of the person who will depose to the affidavit in support of the application. We will require a certified copy of the applicant’s passport datapage and utility bill.

The application to restore the company to the register can be prepared for a professional fee of USD 10 450. This professional fee covers the drafting of the application (the initial draft and up to two revisions of the said draft) and court appearance (a single hearing which is usually enough if not contested). If the matter is contested or should matters become more time-consuming and or complex than anticipated, or involve more work than stated herein, our hourly rate will be applied accordingly.

If the application is unopposed, the court will make the order on the hearing date. If the application is opposed, the court will give directions for the filing of additional evidence and adjourn the matter. This may delay the process for another 4 to 6 weeks and increase costs.

Whilst we aim to provide the first draft of the application to you within 14 days of receipt of all required documents/information please note that various circumstances and the exigencies may necessitate a longer time period. Should the application be an urgent one, requiring urgent processing, drafting, filing and or appearance before the court it will incur an additional professional fee of USD 3 000. Please note the determination of whether an application is to be heard on an urgent basis is a judicial one and is not within our control.

The professional fees do not include disbursements, costs to the FSC, annual fees, penalties and registered agent fees.

For assets NOT exceeding USD 500 000 you can choose which division of the court to apply to:

1) The Civil Division of the High Court

The matter is usually set for hearing within 8 to 12 weeks of filing. FSC costs in the court proceedings are USD 1 000 – USD 1 500.

2) The Commercial Division of the High Court

The matter is usually set for hearing within 2 to 3 weeks. FSC costs in the court proceedings range between USD 1 500 and USD 3 000.

When the court decides to restore the company, a sealed copy of the court order is filed with the Registrar within 30 days of its making, failing which the order will become invalid.

The Registrar makes sure that the company satisfies all the conditions specified in the court order, after which the Registrar restores the company to the register with effect from the date and time that the copy of the order was filed and issues a Certificate of Restoration of the company.

Upon receipt of the court order the FSC (the Registrar) will proceed with restoration usually within 5 working days.

For automatically dissolved companies, the registered agent is deemed to have resigned as of date of dissolution. Restoration of such a company requires paying an extra fee for the appointment of a new registered agent. Within 3 days of restoration a registered agent (our firm) must be appointed.

1) FSC costs in the court proceedings – from USD 1 000 to USD 1 500 in the Civil Division of the High Court and from USD 1 500 to USD 3 000 in the Commercial Division;

2) Search fees & filing fees for court documents – usually USD 200 – USD 350 (if the application is heard in the Civil Division of the High Court) and USD 500 – USD 700 (if the application is heard in the Commercial Division);

3) Registrar restoration fee – currently USD 2 500;

4) Special penalty for automatically dissolved companies – USD 5 000;

5) Fee for appointment of the registered agent – USD 720;

6) Annual fees and 50% penalty due to non-payment of annual fees;

7) Compliance fee – USD 275 for basic structure with 1 individual (please refer to the Fee Schedule);

8) Completing the court procedure (filing a sealed copy of the court order for the restoration of the company, restoration of the company name to the register and issue of a Certificate of Restoration of the company – original, non-apostilled) – USD 5 060;

Upon restoration:

9) Registered agent and Registered address service (per month, starting from the month of appointment as Registered agent) – USD 110 per month;

10) ESA classification and reporting – USD 430 per year;

11) Filing the change of the company’s status with BVI BOSS System (filing of Beneficial owner’s data upon change of registered agent / other changes) – USD 205;

12) Annual report keeping (starting from 2023) – USD 355 per year.

The company will need to comply with all the requirements of the law that may not have existed at the time of dissolution (file the register of directors, the register of beneficial owners, comply with economic substance requirements, etc.), which will create additional costs. We recommend that you consult a specialist to understand the scope of work that will be needed to properly restore your company.

Further annual maintenance (starting from the date of restoration):

*The fees are valid as of September 2025.

**It is the cost of obtaining one document.